Current Report Filing (8-k)
16 Dezember 2022 - 11:22PM
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): December 16, 2022
FIGURE ACQUISITION
CORP. I
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-40081 |
|
85-4326385 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
650 California Street, Suite 2700
San Francisco, California
|
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94108
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +1 (628) 210-6937
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, par value $0.01 per share |
|
FACA |
|
The New York Stock Exchange |
Redeemable warrants, each one whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
FACA.WS |
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The New York Stock Exchange |
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant |
|
FACA.U |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 3.03 of this
Current Report on Form 8-K related to the amendment of the Trust Agreement (as defined below) is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 of this
Current Report on Form 8-K is incorporated herein by reference.
At the special meeting of stockholders of Figure
Acquisition Corp. I (the “Company”) held on December 16, 2022 (the “Special Meeting”) stockholders of the Company
approved (i) the second amended and restated certificate of incorporation (the “Second Amended and Restated Charter”) and
(ii) an amendment to the Investment Management Trust Agreement, dated February 18, 2021, by and between the Company and Continental Stock
Transfer & Trust Company, as trustee (the “Trust Agreement”), to allow the Company to redeem all of its outstanding shares
of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) in advance of the Company’s contractual
expiration date of February 23, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding
up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
(a “Business Combination”) from February 23, 2023 to (x) August 23, 2023 or (y) such other earlier date as determined by the
board of directors of the Company (the “Board”), in its sole discretion, and publicly announced by the Company (the “Amended
Termination Date”).
The Company filed the Second Amended and Restated
Charter with the Secretary of State of the State of Delaware on the date hereof. The foregoing descriptions of the Second Amended and
Restated Charter and the amendment to the Trust Agreement do not purport to be complete and are qualified in their entirety by reference
to Exhibits 3.1 and 10.1, respectively, which are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, a total of 24,637,450
(77.12%) of the Company’s issued and outstanding shares of common stock held of record at the close of business on November 14,
2022, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s
stockholders voted on the following proposals (collectively, the “Proposals”) at the Special Meeting, which are described
in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission on November 18, 2022
(as supplemented from time to time, the “Proxy Statement”).
Proposal No. 1 – The Charter Amendment
Proposal – to adopt the Second Amended and Restated Charter to amend the date by which the Company must cease all operations
except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses from February 23, 2023 to the Amended Termination Date.
|
|
|
|
|
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For |
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Against |
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Abstain |
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24,603,976 |
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33,404 |
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70 |
|
Proposal No. 2 – The Trust Amendment
Proposal – to amend the Trust Agreement to change the date on which the trustee must commence liquidation of the trust account
established in connection with the Company’s initial public offering to the Amended Termination Date.
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
24,603,175 |
|
31,405 |
|
2,870 |
|
As there were sufficient votes to approve the
Proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.
In connection with the vote described above, the
holders of 25,944,609 shares of Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price
of approximately $10.05 per share, for an aggregate redemption amount of approximately $260.7 million.
Item 8.01 Other Events
Following the adoption of the Proposals, the Board
elected December 30, 2022 as the date after which the Company will cease all operations (except for the purpose of winding up). On the
date hereof, the Company issued a press release announcing that it will redeem all of the remaining shares of Class A Common Stock outstanding,
effective as of December 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 16, 2022
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FIGURE ACQUISITION CORP. I
|
|
|
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By: |
/s/ Thomas J. Milani |
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Name: |
Thomas J. Milani |
|
Title: |
Chief Financial Officer |
Figure Acquisition Corp I (NYSE:FACA)
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